To, The Members, Vandana Knitwear Limited
(Formerly known as ‘Trendy Knitwear Limited')
Your Directors have pleasure in submitting their Report for the year
ended 31st March, 2023:
1. FINANCIAL PERFORMANCE
(Amount in Rs.)
Particulars |
2022-23 |
2021-22 |
Total Income |
38,657,988 |
31,762,459 |
Total Expenditure |
37,060,509 |
30,623,584 |
Profit Before Tax (PBT) |
1,597,479 |
11,38,875 |
Less: Provision of Taxation Including
Deferred Tax |
419,139 |
301,848 |
Profit After Tax (PAT) |
1,182,133 |
846,350 |
2. STATE OF COMPANY'S AFFAIRS:
The Net Revenue from the operations of the Company increased from Rs.
31,762,459 to Rs. 38,657,988 compare to previous Financial Year 2022-23. The Profit for
the year ended on 31st March 2023 is Rs. 1,182,133.
3. DIVIDEND
Following the conservative approach to retain profits, your directors
did not recommend payment of any dividend for the financial year 2022-23.
4. CHANGES IN PROMOTERS OF THE COMPANY
During the Financial Year 2023-2022, There is no change in the
promoters of the Company.
5. DECLARATION OF INDEPENDENCE BY DIRECTORS
All the Independent Non-Executive Directors of the Company have
affirmed that they continue to meet all the requirements specified under sub-section (6)
of section 149 of Companies Act, 2013 in respect of their position as an “Independent
Director” of VANDANA KNITWEAR LIMITED.
6. MANAGEMENT AND BOARD OF DIRECTORS
During the Year under review, following changes have been made in the
board of director & Key Managerial Personnel:
Ms. Kirti Agrawal |
: |
Resigned from the post of Independent
Director as on 31.10.2022 |
Ms. Sangeeta Kumari |
: |
Resigned as a Company Secretary &
Compliance Officer w.e.f 31.08.2022 |
Ms. Kirti Agrawal |
: |
Appointed as a Company Secretary &
Compliance Officer w.e.f 01.11.2022 |
Ms. Shubhangi Janifer |
: |
Resigned from the post of Independent
Director as on 25.05.2023 |
Mr. Prakhar Garg |
: |
Resigned from the post of Independent
Director as on 25.05.2023 |
Mr. Siddharth Jain |
: |
Appointed as an Independent Director
w.e.f 25.05.2023 |
Mr. Arpit Jain |
|
Appointed as an Independent Director
w.e.f 25.05.2023 |
Mrs. Charul Gattani |
|
Appointed as an Executive Director
w.e.f 25.05.2023 |
Ms. Chitra Naraniwal |
: |
Appointed as an Independent Director
w.e.f 25.05.2023 |
7. AUDITORS
STATUTORY AUDITORS
M/s. S. N. Kabra & Co., Chartered Accountants, bearing (Firm
Registration Number: : 03439C) who are the statutory auditors of the Company, were
appointed at the 27th Annual General Meeting to hold office till the conclusion of 32nd
Annual General Meeting.
The report issued by M/s. S. N. Kabra & Co., Chartered Accountants,
bearing (Firm Registration Number: 03439C), Statutory Auditor for FY 2022-23 forms part of
this report.
The observations made by the Auditors' in their Auditors'
Report and the Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
AUDITORS' REPORT
There are no qualifications, reservations or adverse remarks made by
M/s. S. N. Kabra & Co., (Firm Registration Number: 03439C) as a Statutory Auditors in
their report for the Financial Year ended March 31, 2023. The Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the Company in the year under
review.
SECRETARIAL AUDITOR
As per Section 204 of Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company
is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.
In consonance with the requirements of Section 204 of the Companies
Act, 2013 and rules made there under, Mr. Suhas Bhattbhatt, Practicing Company Secretary,
was appointed to conduct the secretarial audit of the Company for the Financial Year
2022-23.
A Secretarial Audit Report issued by Mr. Suhas Bhattbhatt, Practicing
Company Secretary, in respect of the Secretarial Audit of the Company for the financial
year ended 31st March, 2023, is given as an Annexure to this Report.
The Secretarial Audit report for the financial year ended 31st March,
2022 is self-explanatory and does not call for any further comments.
8. RELATED PARTY TRANSACTIONS
All the related party transactions that were entered during the
financial year are done on arm's length basis. Relevant Form for disclosure of
particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in
Annexure to this Report.
9. FIXED DEPOSITS
The Company has not invited or accepted any fixed deposit from the
public during the year under review.
10. CORPORATE GOVERNANCE
The Companies Act, 2013 and SEBI Listing Regulations have strengthened
the governance regime in the Country. Your Company is in compliance with the governance
requirements provided under the new law and listing regulations. A separate report on
Corporate Governance along with Auditors' Certificate confirming Compliance is
attached to this report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Provisions of Section 314(3)(m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, on conservation of energy and technology absorption
are not applicable hence no disclosure is being made in this regard.
During the year, there were no foreign exchange earnings and outgo as
per notes to accounts.
12. MEETINGS OF THE BOARD
The Board met 5 (Five) times during the financial year 2022-23 i.e. on
23.05.2022, 01.08.2022, 02.09.2022, 01.11.2022 and 03.02.2023, The necessary quorum was
present for all the meetings. The maximum interval between any two meetings did not exceed
120 days.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub section 3 (c) of Section 134 of the Companies Act,
2013, the Board of Directors of the Company hereby state and confirm that:
i. in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed and there are no material
departures from the same;
ii. the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
iii. the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
iv. the directors have prepared the annual accounts on a going concern
basis;
v. the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
vi. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
14. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and Individual Directors pursuant to the provisions of the
Act and the Corporate Governance requirements as prescribed by Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015
(“SEBI Listing Regulations”).
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members on the basis of the criteria such as the
composition of Committees, attendance, prior study of materials given, participation at
the meetings, level and effectiveness of Committee meetings, etc. The Board and the
Nomination and Remuneration Committee (“NRC”) reviewed the performance of the
Individual Directors on the basis of the criteria such as the contribution of the
individual Director to the Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the Board as a whole and performance of the
Chairman was evaluated, taking into account the views of Executive Directors and
Non-executive Directors. The same was discussed in the board meeting that followed the
meeting of the Independent Directors, at which the performance of the Board, its
committees and individual Directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the Independent Director
being evaluated.
15. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI Regulations, 2015, the
Company has put in place a familiarization program for the Independent Directors to
familiarize them with their role, rights and responsibilities as Directors, the working of
the Company, nature of the industry in which the Company operates, business model etc. The
details of the familiarization program are explained in Corporate Governance Report.
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS:
The Nomination and Remuneration Committee has laid down the criteria
for Directors appointment and remuneration including criteria for determining
qualification, positive attributes and independence of a Director. The following
attributes/criteria for selection have been laid by the Board on the recommendation of the
Committee:
the candidate should possess the positive attributes such as
leadership, entrepreneurship, business advisor or such other attributes which in the
opinion of the Committee are in the interest of the Company; the candidate should be free
from any disqualification as provided under Sections 164 and 167 of the Companies Act,
2013; the candidate should meet the conditions of being independent as stipulated under
the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case
of appointment as an independent director; and the candidate should possess appropriate
educational qualification, skills, experience and knowledge in one or more fields of
finance, law, management, sales, marketing, administration, corporate governance,
technical operations, infrastructure or such other areas or disciplines which are relevant
for the Company's business.
The Policy of the Company on Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section (3) of section
178, is appended as Annexure A to this Report. The Policy has been posted on the website
of the Company http://www.vandanaknitwear.com/investor-relations.asp .
17. AUDIT COMMITTEE:
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report, which forms part of this report.
The Audit Committee of the Board of Directors meets the criteria laid
down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities
and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation,
2015 in the terms of reference to the Audit Committee.
18. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
There were no material changes and commitments that have affected the
financial position of the Company which have occurred during the financial year ended on
31st March, 2023.
19. LISTING FEES:
The shares of the Company are listed on Bombay Stock Exchange Ltd.
(BSE). The Company has paid the Listing Fees for the year 2022-23.
20. ENVIRONMENT AND POLLUTION CONTROL:
The terms relating to compliance with all relevant statutes relating to
the environment and pollution control in the area of environment are not applicable.
21. CODE OF CONDUCT COMPLIANCE:
Pursuant to the SEBI Listing Regulations, the declaration signed by the
Mr. Archit Patodi, Chief Financial Officer, affirming compliance with the Code of Conduct
by the Director's and senior management personnel, for the financial year 2022-23 is
annexed and forms part of the Directors and Corporate Governance Report.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in its premises through various interventions
and practices. The Company always endeavors to create and provide an environment that is
free from discrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2022-23: Number of complaints received: NIL
Number of complaints disposed off: NIL
23. EMPLOYEE REMUNERATION:
(A) None of the employees of the company was in receipt of the
remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of
The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act,
2013 during the year under review. (B) The ratio of the remuneration of each director to
the median employee's remuneration and other details in terms of sub-section 12 of
Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report.
24. MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussions and Analysis Report, forming part of the
Directors' Report for the year under review, is presented in a separate section
forming part of the Annual Report.
25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
There is a Whistle Blower Policy in the Company and that no personnel
have been denied access to the Chairman of the Audit Committee. The policy provides for
adequate safeguards against victimization of persons who use vigil mechanism.
26. CODE OF CONDUCT:
The Board has laid down a code of conduct for board members and senior
management personnel of the Company. The code incorporates the duties of independent
directors as laid down in the Companies Act, 2013. The Board members and senior management
personnel have affirmed compliance with the said code of conduct. A declaration in this
regard signed by the Chairman & Managing Director / CEO is given at the end of the
Corporate Governance Report.
27. CASH FLOW ANALYSIS:
In conformity with the clauses of the Listing Regulations, the Cash
Flow Statement for the year ended March 31, 2022 is annexed hereto.
28. DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code,
2016
29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time Settlement of
loans taken from Banks and Financial Institutions.
30. PREVENTION OF INSIDER TRADING:
The Board has adopted a revised Code of Prevention of Insider Trading
based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. All the Directors,
senior management employees and other employees who have access to the unpublished price
sensitive information of the Company are governed by this code. During the year under
Report, there has been due compliance with the said code of conduct for prevention of
insider trading.
31. ACKNOWLEDGEMENT
Your Board acknowledges with appreciation, the invaluable support
provided by the Company's stakeholders, auditors, advisors and business partners, all
its customers for their patronage. Your Board records with sincere appreciation the
valuable contribution made by employees at all levels and looks forward to their continued
commitment to achieve further growth and take up more challenges that the Company has set
for the future.
